Mastercard Inc — Director's Dealing 2016

Apr 6, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MASTERCARD INC (MA)
CIK: 0001141391
Period of Report: 2016-04-04

Reporting Person: Garrow Ronald E (Chief Human Resources Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-04-04	Class A Common Stock	M	2110	$42.04	Acquired	10712	Direct
2016-04-04	Class A Common Stock	M	3550	$51.83	Acquired	14262	Direct
2016-04-04	Class A Common Stock	M	4374	$77.72	Acquired	18636	Direct
2016-04-04	Class A Common Stock	S	10034	$95.75	Disposed	8602	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-04-04	Employee Stock Option (right to buy)	$42.04	M	2110	Acquired	2022-03-01	Class A Common Stock (2110.0)	Direct
2016-04-04	Employee Stock Option (right to buy)	$51.83	M	3550	Acquired	2023-03-01	Class A Common Stock (3550.0)	Direct
2016-04-04	Employee Stock Option (right to buy)	$77.72	M	4374	Acquired	2024-03-01	Class A Common Stock (4374.0)	Direct

Footnotes

F1: The transactions reported in this Form 4 were effected pursuant to a pre-planned trading plan entered into in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934 and previously referenced in a MasterCard Incorporated Form 8-K filed on February 9, 2016. The pre-planned trading plan was adopted by the reporting person on February 3, 2016.

F2: Represents the weighted average sales price for price increments ranging from $95.6000 to $96.1000.

F3: The reporting person was awarded 8,440 employee stock options on March 1, 2012, which vested in four equal installments beginning on March 1, 2013.

F4: The reporting person was awarded 14,200 employee stock options on March 1, 2013, of which 10,650 previously vested. The remaining 3,550 employee stock options will vest on March 1, 2017.

F5: The reporting person was awarded 17,496 employee stock options on March 1, 2014, of which 8,746 previously vested. The remaining 8,746 employee stock options will vest in two equal annual installments beginning on March 1, 2017.